A limited-liability company ("LLC") is commonly referred to as a "hybrid" business structure, meaning that it shares characteristics of both a corporation and a sole proprietorship. It allows its owners to insulate themselves from personal liability for business debts, does not require the payment of separate business taxes (the tax "passes through" to its owners), allows for a great deal of flexibility with regards to its organizational structure, and is subject to fewer regulations and restrictions than are other types of business structures.[1] Establishing such a company in Wisconsin is a rather straightforward process.

Steps

Part 1

Drafting the Articles of Organization

1

Obtain the Articles of Organization form. An LLC is formed in Wisconsin after its owners complete and file its Articles of Organization with the Division of Corporate and Consumer Services of the Wisconsin Department of Financial Institutions. The Department of Financial Institutions provides an Articles of Organization form on its website.[2]

The form consists of two pages. The first is the one you will fill out with the necessary information and then file. The second contains instructions for completing the form.

Make sure to read through the instructions before beginning to fill out the form.

2

Choose a name for your LLC. One of the more important things you will have to do during this process is to choose a name for your LLC. When choosing your LLC's name, you must adhere to the following guidelines:[3][4]

The name must use only English letters or Arabic/Roman numerals.

The name must contain the words "limited liability company," "limited liability co.," or end with the abbreviations "L.L.C." or "LLC."

The name of your LLC must be distinguishable from any name currently reserved or registered with the Department of Financial Institutions, and from any state or federal agency.

3

Check to see if your chosen name is available. Before you submit the Articles of Organization, you should check to see if your chosen name is available/acceptable under state law. You can do this by conducting an online search for business names that are already registered with the Department of Financial Institutions using the database provided.[5]

You can file an optional form along with a filing fee of $15 to reserve a name for a period of 120 days.[6] You can have the processing of this form expedited for an additional fee of $25.

Try to have a few alternate names for your company in case your first choice is unavailable. The Articles of Organization form provides a space for you to list an alternative name on the bottom of the form if you wish to authorize a second name for your LLC in the case your first choice is unavailable.

Because Wisconsin law does not require every business name to be registered with the Department of Financial Institutions, it is recommended that, in addition to searching the online name database, that you consult trade publications, telephone books, and business directories to see if your name is available.[7]

During this search, you might also want to check to make sure the relevant URL is available so your LLC's online presence will have an appropriate domain name.[8]

4

Indicate your LLC's initial registered agent and registered office. State law requires your LLC to have a registered agent and a registered office in Wisconsin on whom legal process can be served and to whom official documents can be sent. Your registered agent must be located at the registered office, which must be in Wisconsin and represent the physical business address of your registered agent.[9]

You must provide the full street address for your registered office/agent. A P.O. Box alone is insufficient.

Your LLC may not name itself as the registered agent.

5

Decide if your LLC will be member-managed or manager-managed. A "member" of an LLC is either an owner of or investor in that LLC. A member-managed LLC affords each member equal rights in deciding how the business will be run. A manager-managed LLC is where the members elect several from their number to be responsible for the company's business affairs.

Once you have decided how your LLC will be managed, check the appropriate box on the form.

6

Provide information relating to the LLC's organizers. You must provide names and complete mailing addresses for each of your LLC's organizers on the form. You must have at least one organizer sign the form in the space provided.

7

Indicate who drafted the Articles of Organization form. The person who filled out the Articles of Organization form for your LLC must provide his or her name on the first page of the form. This individual must also provide his or her return address and daytime phone number on the second page of the form.

This person will be contacted if any questions arise regarding your LLC's Articles of Organization form.

8

Enter a delayed effective date if you wish. If you want to delay the effective date of your LLC's Articles of Organization (i.e., the date on which your LLC will be considered formed under state law), you may do so by writing on a blank space on the form "This document has a delayed effective date of (whatever future date you wish)."

This date must not be before or more than 90 days after your LLC's Articles of Organization are received by the Department of Financial Institutions for filing.[10]

9

File your LLC's Articles of Organization. After you have reviewed the form and made sure the information you have provided is complete and accurate, you can file the form by mailing it to the address listed in the instructions section of the form (near the top of the second page). You also have the option of filing online.[11]

You must also pay a filing fee of $170. The fee is $130 if you are filing online.

You may have your application (either mail or online) expedited by paying an additional fee of $25.

Part 2

Setting Up Your LLC

1

Draft an Operating Agreement for your LLC. After you have filed your LLC's Articles of Organization, there are several other steps you should take before you actually start doing business. The first of these should be to draft an Operating Agreement between the members of your LLC. This document will govern how your LLC will be operated.[12]

This agreement should outline things like the roles of each member, voting rights, how new members will be added or existing ones removed, how profits and losses will be allocated, capital contribution for each member, and how the Operating Agreement itself will be amended.[13]

You do not have to file this agreement with the state.

2

Get an Employer Identification Number from the IRS. If your LLC has more than one member, you will need this number so your LLC can pay federal and state taxes properly, hire employees, and open a company bank account.[14] You can apply for this number: (1) online[15]; (2) by contacting the IRS at (800) 829-4933; or (3) by completing and mailing in Form SS-4 to the address listed on the form.[16]

Make sure your LLC is legally formed (i.e., your Certificate of Organization has been submitted and approved) before applying for an Employer Identification Number.[17]

3

Open a corporate bank account. You will want your LLC to have its own bank account, separate from the bank accounts of its members/managers. The requirements of individual banks vary, but you will likely need, at minimum, your LLC's Employer Identification Number and a copy of its Articles of Organization.[18]

Part 3

Submitting Additional Filings

1

Obtain necessary business licenses and permits. You will need to acquire any licenses or permits necessary to conduct your LLC's particular business from the county or city clerk's office for the jurisdiction in which the LLC is based. Contact these offices to see what additional licenses/permits your LLC will need if any.

You should also check the website for Wisconsin's Department of Safety and Professional Services for licensing requirements if your LLC will engage in any business that is regulated by this Department.[19]

2

File with the appropriate federal, state, and local governmental agencies. Depending on the business purpose of your LLC and the jurisdiction in which you organize, you may have to file additional forms relating to LLCs with certain governmental agencies. Each industry is regulated differently—as is each local jurisdiction—and so it is best to ask an attorney or accountant for assistance in this matter.

You can also try contacting your local Chamber of Commerce for advice or consulting the U.S. Small Business Administration's website.[20]

3

Register with the Wisconsin Department of Revenue. State law requires your LLC to register with the Wisconsin Department of Revenue for state tax purposes.[21] You can do this online.[22]

You can also obtain Form BTR-101 (Application for Wisconsin Business Tax Registration), fill it out, and mail it to the address listed on top of the form.[23]

4

File your LLC's Annual Report. State law requires every LLC in Wisconsin to submit an Annual Report form every year in order to continue operating as an LLC in Wisconsin, which largely serves to make sure the information you filed in your Articles of Organization remains currently accurate.[24]

The Department of Financial Institutions will send your registered agent notice and instructions on how to file the Annual Report for your LLC each year before it is due. You will complete the Annual Report online[25] and must pay a fee of $25.[26]

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Video

Tips

If you are filling out the Articles of Organization form by hand, you are required to use black ink.[27]

All forms necessary to form and operate an LLC in Wisconsin are provided online on the Department of Financial Institutions' website.[28]

LLCs in Wisconsin are governed by Chapter 183 of the Wisconsin Statutes.[29]

The processing time for LLC filings is about five business days unless expedited service is requested.[30]

Warnings

Setting up a LLC can be a complicated process and, depending on the nature of your business, a thorough understanding of local, state, and federal laws and regulations and how they apply to your LLC is essential. It is best to consult with an attorney with LLC experience before you begin this process.